Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Elghandour Rami
  2. Issuer Name and Ticker or Trading Symbol
NEVRO CORP [NVRO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President
(Last)
(First)
(Middle)
C/O NEVRO CORP., 1800 BRIDGE PARKWAY
3. Date of Earliest Transaction (Month/Day/Year)
12/29/2015
(Street)

REDWOOD CITY, CA 94065
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/29/2015   M   485 A $ 3.6 485 D  
Common Stock 03/09/2016   A   47,771 (1) A $ 0 48,256 (2) D  
Common Stock 03/09/2016   A   15,924 (3) A $ 0 64,180 (4) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 3.6 12/29/2015   M   485     (5) 12/17/2022 Common Stock 485 $ 0 130,390 D  
Stock Option (Right to Buy) $ 54.5 03/09/2016   A   202,294     (6) 03/08/2026 Common Stock 202,294 $ 0 202,294 D  
Stock Option (Right to Buy) $ 54.5 03/09/2016   A   67,432     (7) 03/08/2026 Common Stock 67,432 $ 0 67,432 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Elghandour Rami
C/O NEVRO CORP.
1800 BRIDGE PARKWAY
REDWOOD CITY, CA 94065
      President  

Signatures

 /s/ Andrew Galligan, as Attorney-in-Fact for Rami Elghandour   03/11/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Constitute restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of Common Stock for each RSU upon vesting. 25% of the RSUs vest annually on June 1 of each year, beginning June 1, 2017, subject to the Reporting Person's continued service to the issuer.
(2) Includes 47,771 RSUs.
(3) Constitute RSUs for which the Reporting Person is entitled to receive one (1) share of Common Stock for each RSU upon vesting. 25% of the RSUs vest annually upon the filing of the issuer's Form 10-K for each year, beginning in 2017, subject to the Reporting Person's continued service to the issuer and the achievement of certain performance milestones. Shares underlying vested RSUs will be issued on or about June 1 each year.
(4) Includes 63,695 RSUs.
(5) The option, representing the right to purchase 137,875 shares of the issuer's common stock, vests and becomes exercisable in respect to 25% of the original number of shares subject to the option on the first anniversary measured from November 1, 2012 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest and become exercisable in thirty-six (36) successive and equal monthly installments thereafter, such that 100% of the shares underlying to the option will be fully vested and exercisable on November 1, 2016, subject to the Reporting Person's continued service to the issuer.
(6) 1/48th of the shares subject to the option vest on each monthly anniversary measured from June 1, 2016 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the issuer.
(7) 25% of the shares subject to the option vest annually upon the filing of the issuer's Form 10-K for each year, beginning in 2017, subject to the Reporting Person's continued service to the issuer and the achievement of certain performance milestones.

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